FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dunnigan William Joseph 		2. Issuer Name and Ticker or Trading Symbol

SunEdison Semiconductor Ltd [ SEMI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O SUNEDISON SEMICONDUCTOR LIMITED, 501 PEARL DRIVE (CITY OF O?FALLON) 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/20/2015
(Street)

ST. PETERS, MO 63376
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Share Option (right to buy)   $9.15   1/20/2015     A      4907         (1) 7/18/2023   Ordinary Shares   4907     (2) (3) 4907   D    
Restricted Stock Units     (4) 1/20/2015     A      2453         (5)   (5) Ordinary Shares   2453     (2) (3) 2453   D    
Employee Share Option (right to buy)   $3.30   1/20/2015     A      1472         (6) 4/25/2022   Ordinary Shares   1472     (2) (3) 1472   D    
Restricted Stock Units     (4) 1/20/2015     A      736         (7)   (7) Ordinary Shares   736     (2) (3) 736   D    
Employee Share Option (right to buy)   $2.65   1/20/2015     A      3175         (8) 8/20/2019   Ordinary Shares   3175     (2) (3) 3175   D    
Employee Share Option (right to buy)   $1.68   1/20/2015     A      5234         (9) 7/24/2022   Ordinary Shares   5234     (2) (3) 5234   D    
Employee Share Option (right to buy)   $3.12   1/20/2015     A      4274         (10) 9/18/2022   Ordinary Shares   4274     (2) (3) 4274   D    
Restricted Stock Units     (4) 1/20/2015     A      262         (11)   (11) Ordinary Shares   262     (2) (3) 262   D    

Explanation of Responses:
( 1)  Employee Share Option will vest as follows: 1,636 options will vest on each of July 18, 2015 and July 18, 2016 and 1,635 options will vest on July 18, 2017.
( 2)  The Employee Share Option or restricted stock unit, as applicable, was issued in connection with a share exchange program adopted by the board of directors of SunEdison Semiconductor Limited (the "Company"). Pursuant to the share exchange program, each employee of the Company who had received options to purchase common stock or restricted stock units of SunEdison, Inc., the Company's former parent company ("SunEdison), was eligible to receive an exchange grant of options to purchase ordinary shares or restricted share units of the Company, as applicable, which exchange grant generally preserved the value of the original awards.
( 3)  (Continued from Footnote 2) This exchange was effected when SunEdison ceased to own more than 50% of the Company on January 20, 2015, at which time the Company's employees would have otherwise been deemed to have a termination of employment from SunEdison under its various equity incentive plans and all of their outstanding equity awards with respect to SunEdison stock would have been forfeited (in the case of unvested awards) or would have expired within three months (in the case of vested options) without compensation in accordance with the terms of such plans.
( 4)  Each restricted stock unit represents a contingent right to receive one ordinary share of the Company.
( 5)  The restricted stock units will vest as follows: 818 restricted stock units will vest on each of July 18, 2015 and July 18, 2016 and 817 restricted stock units will vest on July 18, 2017.
( 6)  50% of the Employee Share Option will vest on each of April 25, 2015 and April 25, 2016.
( 7)  50% of the restricted stock units will vest on each of April 25, 2015 and April 25, 2016.
( 8)  The Employee Share Option will vest in full on August 20, 2015.
( 9)  The Employee Share Option will vest in full on March 19, 2015.
( 10)  The Employee Share Option will vest in full on March 19, 2015.
( 11)  The restricted stock units will vest in full on April 27, 2015.

Remarks:
VICE PRESIDENT AND GENERAL MANAGER

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dunnigan William Joseph
C/O SUNEDISON SEMICONDUCTOR LIMITED
501 PEARL DRIVE (CITY OF O?FALLON)
ST. PETERS, MO 63376

See Remarks

Signatures
/s/ Sally H. Townsley, under Power of Attorney 1/22/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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